372
Annual Report -
2013
-
Vivendi
Recent events
| Outlook
5
Section 1
Recent events
Significant events that occurred between December 31, 2013 and the
date of filing of the Document de Référence (the French version of this
Annual Report) with the AMF (the French stock exchange regulatory
authority) are described in the following chapters of this report:
Chapter 1: “Highlights”, “Group’s Profile - Activities”, and
“Litigations”; and
Chapter 4: “Annual Financial Report” and “Consolidated Financial
Statements for the year ended December 31, 2013”, as approved by
Vivendi’s Management Board on February 19, 2014.
In addition, the following items are specified:
regarding the strategic network sharing agreement entered into
on January 31, 2014 between SFR and Bouygues (please refer to
Chapter 4 in Note 2.6 to the Consolidated Financial Statements for
the year ended December 31, 2013): pending its implementation,
this agreement represents a net commitment received by SFR of
approximately €460 million, which applies over the entire duration
of the long-term agreement;
on March 28, 2014, Vivendi and Belgacom entered into an
agreement following the exclusive negotiations started on
February 13, 2014 to acquire 100% of its subsidiary Telindus France
Group, a leader on the French markets of telecommunication
integration and networks, for a total amount of €95 million.
The transaction is subject to the French competition authority
approval;
on April 4, 2014, Canal+ Group was awarded the lots 1 and 2 for the
broadcasting rights of the French professional Soccer League 1 for
the 2016-2017 to 2019-2020 seasons; and
plan to sell SFR to Altice/Numericable:
–– on February 24, 2014, Vivendi confirmed that it was approached
by Altice regarding a potential combination between SFR and
Numericable,
–– on March 5, 2014, Vivendi received two binding offers for a
controlling interest in its SFR subsidiary. These offers were
provided by Altice, Numericable’s parent company, and by
Bouygues Group. They included financing commitments,
–– on March 14, 2014, Vivendi’s Supervisory Board examined the
two offers and decided to enter into exclusive negotiations with
Altice for a period of three weeks. Altice’s initial offer provided
a €11.75 billion in cash payment to Vivendi, together with a 32%
equity interest in the publicly-listed combined entity and the exit
of Vivendi according to predetermined terms,
–– at its meetings held on April 4 and April 5, 2014, Vivendi’s
Supervisory Board reviewed the results of the negotiations with
Altice/Numericable regarding a combination with SFR as part of
the mutually-agreed exclusive period entered into on March 14.
It also carefully reviewed the offers, as well as letters and
documents that the Bouygues Group decided to send to the
Supervisory Board during this exclusive period, in connection
with a combination between SFR and Bouygues Telecom.
The Supervisory Board was presented with the report from the
Special Committee created to examine the different options
available to Vivendi. This Committee, assisted by its own
advisers, analyzed the Altice/Numericable offers as well as
those from the Bouygues Group over eight working sessions held
both privately and in the presence of its advisers (bankers and
lawyers).
After thorough discussions, the Supervisory Board decided
unanimously to select the revised Altice/Numericable offer
which corresponds to the industrial project offering the highest
growth potential, generating the highest value for customers,
employees and shareholders, while best meeting Vivendi’s
objectives.
The main details of this offer are the following:
Cash at closing
€13.5 billion
Vivendi’s interest in the combined entity
20% (publicly-listed company)
Altice’s interest in the combined entity
60% for Altice (free float = 20%)
Liquidity
One year lock-up period following closing.
Call option for Altice at market value (with floor
(a)
) on Vivendi’s interest
in three tranches (7%, 7%, 6%) over 1-month windows respectively starting
on the 19
th
, 31
st
, and 43
rd
month following closing.
Possibility to sell or distribute the listed shares, with a pre-emptive right for Altice.
Earn-out
Potential earn-out of €750 million if the combined entity’s (EBITDA-Capex)
is at least equal to €2 billion during one fiscal year.
Financing
Total debt of €11.64 billion for combined entity.
Debt and equity financing with firm banks underwriting.
Corporate Governance
Minority Board representation for Vivendi.
Veto rights on certain matters subject to Vivendi retaining a 20% interest
in the combined entity.
(a)
VWAP of Numericable stock price over the 20 business days before closing, grossed-up by an annual rate of 5% during the period ranging from
the closing of the transaction until the exercise date of the call option by Altice.
